Before entering into any commitments or making any expenditures subject to the AFE procedure in this clause 6.12, Operator shall submit the corresponding AFE for approval by the Operating Committee. If the Operating Committee approves an AFE for a commitment or expenditure within the applicable time period under clause 5.13, Operator shall be authorized to enter into such commitment or incur such expenditure and conduct the corresponding Joint Operation under this Agreement. If the Operating Committee fails to approve an AFE for a commitment or expenditure within the applicable time period, the corresponding Joint Operation shall be deemed rejected. Operator shall promptly notify the Parties that the Joint Operation has been rejected, and, subject to clause 7, any Party may afterwards propose to conduct such operation or activity as an Exclusive Operation under clause 7. When a Joint Operation is rejected under this clause 6.12(b) or a commitment or expenditure is approved for differing amounts than those provided for in the applicable line items of the approved Work Program and Budget, the Work Program and Budget shall, subject to obtaining any Government consent required under the PSC, be deemed to be revised accordingly; provided that no revised Work Program and Budget may provide for appraisal operations that exceed the scope of, or conflict with, any previously approved Appraisal Plan, and/or provide for development operations that exceed the scope of, or conflict with, any previously approved Development Plan, unless such previously approved plans, programs and budgets are amended at or before the adoption of the revised Work Program and Budget.

Recognition of Company’s Rights; Nondisclosure. Director agrees that, at all times during the term of Director’s association with the Company and thereafter, Director will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company’s Proprietary Information (as defined below), except to the extent such disclosure, use or publication may be required in direct connection with Director’s performing requested Services for the Company or is expressly authorized in writing by an officer of the Company. The term “Proprietary Information” shall mean any and all trade secrets, confidential knowledge, know-how, data or other proprietary information or materials of the Company, including without limitation, information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers, and information regarding the skills and compensation of employees, consultants or other advisors of the Company. The term “Proprietary Information” does not include information that # is or becomes generally available to the public other than by disclosure in violation of this Agreement, # was within Director’s possession prior to being furnished to Director by the Company, as shown by written records, # becomes available to Director on a nonconfidential basis without breach of any confidentiality obligation to the Company, or # was independently developed by Director or obtained from a third party, in each case, without breach of any confidentiality obligation to the Company and without reference to the information provided by the Company, as shown by written records.

Preclinical Research Costs. Regeneron shall be responsible for the payment of the Preclinical Research Costs that are set forth in the approved Preclinical Research Budget for each Work Plan and that are actually incurred by CytomX in connection with Preclinical Research performed under this Agreement. ​. Within ​ days after the end of each Calendar Quarter, CytomX shall provide Regeneron with a good faith reasonable estimate of its Preclinical Research Costs actually incurred in such prior Calendar Quarter and within ​ days after the end of each Calendar Quarter, CytomX shall provide Regeneron with a detailed, written report of its Preclinical Research Costs actually incurred in such prior Calendar Quarter, such reporting specifying the Preclinical Research activities actually performed, the Preclinical Research FTE Costs and Preclinical Research Out-of-Pocket Expenses actually incurred for such Preclinical Research activities. Within ​ days after the end of each Calendar Quarter, CytomX shall invoice Regeneron for its Preclinical Research Costs actually incurred in such prior Calendar Quarter. Regeneron shall pay any undisputed amounts ​ days after receipt of such invoice. CytomX shall cooperate with any reasonable request of Regeneron to confirm the information in any such invoice(s). All Preclinical Research Budgets in each Work Plan shall specify the Preclinical Research FTE Costs and the Preclinical Research Out-of-Pocket Expenses required for CytomX to perform its activities under such Work Plan. CytomX will keep complete and accurate records of its Preclinical Research Costs with respect to each Product and each Collaboration Program for a period of ​ years after the end of the Calendar Year in which such Preclinical Research Costs were incurred in accordance with Accounting Standards.

As of the Closing Date, the reports, financial statements, certificates and other written information furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered by or on behalf or any Loan Party hereunder or under any other Loan Document (as modified or supplemented by other information so furnished) (other than the Projections, estimates and information of a general economic nature) (taken as a whole, the “Information”) as of the date of this Agreement do not, taken as a whole, contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projections, estimates, budgets and other forward-looking information (taken as a whole, the “Projections), the Borrowers represent and warrant, as of the Closing Date, only that such information was prepared in good faith based upon assumptions believed by the Company to be reasonable at the time of preparation, it being recognized by the Administrative Agent and the ​ that # such Projections are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ significantly from the projected or forecasted results and that such differences may be material and that such Projections are not a guarantee of financial performance and # no representation is made with respect to information of a general economic or general industry nature.

Disclosure. As of the Closing Date, none of the documents or certificates or any other written information (other than financial projections, estimates, forecasts and information of a general economic or industry-specific nature) provided by or on behalf of Holdings, the Borrower or the other Subsidiaries to any Arranger, Agent or Lender in connection with the negotiation of or pursuant to this Agreement or any other Credit Document or otherwise in connection with the transactions contemplated hereby or thereby, taken as a whole, contains any untrue statement of a material fact or omits or will omit, when furnished, to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements were made (after giving effect to all supplements and updates thereto delivered to the Arrangers prior to the Closing Date). The financial projections, forecasts, budgets and other forward-looking information provided by or on behalf of Holdings, the Borrower or the other Subsidiaries to any Arranger, Agent or Lender in connection with the negotiation of or pursuant to this Agreement or any other Credit Document or otherwise in connection with the transactions contemplated hereby or thereby were prepared in good faith based upon estimates and assumptions believed by the Borrower to be reasonable at the time such information was furnished to such Arranger, Agent or Lender (it being understood and agreed that financial projections, estimates and forecasts are subject to significant uncertainties and contingencies, many of which are beyond the Borrower’s control, are not a guarantee of financial performance, actual results may differ therefrom and such differences may be material).

Confidential Information. “Confidential Information” is to be broadly interpreted and means # all non-public techniques/strategies and information that Company has or Executive (in the course and scope of employment with the Company) develops, compiles, acquires, or receives that has or may have commercial value or usefulness to the Company, to its clients or to their competitors in their respective businesses; # all non-public information that, if disclosed without authorization, could be detrimental to the interest of Company or its clients, whether or not such information is identified as Confidential Information or otherwise “confidential” by Company or its Clients; # any consumer, customer, or employee information, including all personally identifiable information of any consumer, customer, or employee in any format to which Executive may have access during employment with Company; and # all information belonging to third parties, such as vendors, that the Company is bound by contract or otherwise to keep confidential. Confidential Information includes not only information disclosed by Company (including its employees, agents, and independent contractors) or its clients to Executive, but also information developed or learned by Executive in the course and scope of employment with the Company. By example only and without limitation, “Confidential Information” includes all information on trade secrets, inventions, innovations, processes, discoveries, improvements, research or development test results, specifications, data, data compilations and analyses, know-how, formats, employee information, subscriber information, marketing plans, business plans, strategies, forecasts, unpublished financial information, budgets, projections, and client, prospective client and supplier identities and contact information, characteristics and agreements, whether in print, in electronic files, or residing on non-public Internet sites.

suppliers to the Company; (iv) prices charged to specific customers and non-public general price lists and similar pricing information; (v) terms of contracts with customers; (vi) non- public information and materials describing or relating to the financial condition and affairs of the Company or its Affiliates, including but not limited to, financial statements, budgets, projections financial and/or investment performance information, research reports, personnel matters, products, services, operating procedures, organizational responsibilities and marketing matters, policies or procedures; (vii) non-public information and materials describing existing or new processes, products and services of the Company or its Affiliates, including marketing materials, analytical data and techniques, and product, service or marketing concepts under development, and the status of such development; (viii) the business or strategic plans of the Company or its Affiliates; (ix) the information technology systems, network designs, computer program code, and application practices of the Company or its Affiliates; (x) acquisition candidates of the Company or its Affiliates or any studies or assessments relating thereto; and (xi) trademarks, service marks, trade secrets, trade names and logos. In addition and notwithstanding the foregoing, Confidential Information does not include either (y) information that, other than as a result of a breach by Executive of this Agreement, is or becomes generally known to and available for use by the public or (z) information that is, at any time, either on the Company’s website or is in brochures, advertising and other materials furnished or provided to customers of the Company and prospective customer (with whom the Company has had a substantive discussion on it becoming a customer of the Company within the immediately preceding twelve (12) months).

Section # Full Disclosure. The information set forth in the Information Documents was true and accurate in all Material respects on the date as of which such information was stated or certified; provided that with respect to any statements, estimates or projections with respect to the future performance of the Company and its Subsidiaries included in the Information Documents, the Company represents only that such statements, estimates or projections have been prepared in good faith based upon assumptions believed to be reasonable on the date any such statements, estimates or projections were prepared and furnished. All written information hereafter furnished by or on behalf of any Credit Party at any meeting to which all the Banks are invited (including any confidential information memorandum or lender presentation prepared or reviewed by any Credit Party, but excluding any projections, budgets, estimates, forward looking statements or information and information of a general economic or industry nature) or hereafter furnished in writing by any Credit Party to the Administrative Agent or any Bank pursuant to or in connection with this Agreement, when taken as a whole, will, after giving effect to all supplements and updates thereto from time to time, be true and accurate (in all respects that are material in relation to any Bank’s decision to take or refrain from taking any action requested by the Company or to exercise or refrain from exercising any remedy under Article 6 hereof) on the date as of which such information is stated or certified, subject to the proviso set forth in the preceding sentence with respect to such statements, estimates or projections.

Complete Disclosure. All factual information (other than the Projections, forward-looking information, other projections, budgets, estimates and information of a general economic nature and general information about the industry of any Loan Party or its Restricted Subsidiaries) furnished by or on behalf of Parent or any of its Restricted Subsidiaries in writing to Agent or any Lender for purposes of or in connection with this Agreement or the other Loan Documents (as modified or supplemented by other information so furnished), was, when furnished (whether before or after the Sixth Restatement Effective Date) and taken as a whole, true and accurate, in all material respects, and did not, when furnished and taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. The Projections delivered to Agent prior to the Sixth Restatement Effective Date, and such additional Projections delivered to Agent in connection with the Loan Documents have been prepared in good faith based upon assumptions believed by Parent to be reasonable at the time such Projections were prepared (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of Parent and its Restricted Subsidiaries, and no assurances can be given that such Projections will be realized, are not to be viewed as facts, and that actual results during the period or periods covered by the Projections may differ materially from projected or estimated results). The information included in any Beneficial Ownership Certification delivered under this Agreement is true and correct in all respects on the date on which such Beneficial Ownership Certification is delivered.

acquisition or disposition volume; (xiii) gross or net operating margins (including EBITDA and adjusted, core, or hotel EBITDA margins); (xiv) productivity ratios; (xv) share price (including, but not limited to, growth measures and total stockholder return); (xvi) expense targets or cost reduction goals, general and administrative expense savings; (xvii) operating efficiency or productivity; (xviii) measures of customer satisfaction; (xix) working capital targets; (xx) measures of economic value added or other ‘value creation’ metrics; (xxi) enterprise value; (xxii) sales; (xxiii) stockholder return; (xxiv) competitive market metrics; (xxv) employee retention; (xxvi) timely opening of new facilities; (xxvii) hotel occupancy rates; (xxviii) measures of personal targets, goals or completion of projects (including but not limited to succession and hiring projects, completion of specific acquisitions, dispositions, reorganizations or other corporate transactions or capital-raising transactions, expansions of specific business operations and meeting divisional or project budgets); (xxix) revenues; (xxx) revenues under management; (xxxi) comparisons of continuing operations to other operations; (xxxii) market share or penetration; (xxxiii) cost of capital, debt leverage (including net debt to EBITDA or adjusted or core EBITDA), year-end cash position or book value; (xxxiv) strategic objectives; (xxxv) international operations; (xxxvi) capital expenditures; (xxxvii) RevPAR (revenue per available room); (xxxviii) RevPAR penetration ratios; (xxxix) financial ratios as provided in credit agreements of the Company and/or a member of the Company Group; (xl) environmental, social or governance criteria; or (xli) any combination of the foregoing. Any one or more of the Performance Criteria may be stated as a percentage of another Performance Criteria, or used on an absolute or relative basis to measure the performance of the Company and/or one or more members of the Company Group as a whole or any assets, divisions or operational and/or business units, product lines, brands, business segments or administrative departments of the Company and/or one or more members of the Company Group or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Criteria may be compared to the performance of a selected group of comparison companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices. Without limiting the foregoing, any one or more of the Performance Criteria may also be calculated on a same store, per share or relative-to-peers basis. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of Performance Goals pursuant to the applicable Performance Criteria. For the avoidance of doubt, nothing herein is intended to prevent the Committee from granting Performance Compensation Awards that are based on the attainment or performance of qualitative conditions, measures, criteria or goals.